Bio-Terror Prime
by Prander
Summary: Taking place after The Legacy of Jack Darby this is the first chapter in the story of Arcee, Bio-Terror Prime, and the trials she faces adjusting to the world. Nothing is for certain...not even her. Thanks for the feedback and reviews and please check out my profile or forum for a personal thank you. :)
1. Chapter 1

In her early years, Bio-Terror Prime was more of a threat to herself than any foe in the material world. Arcee the Autobot had been tempered by the nature of her existence and had come to full maturity in her long years at war. Her style and philosophy of life had been molded from her creation around the body she found herself in _and _where she found herself in life. It's the same for us all really, as from birth we rise into ourselves and so adjust as we grow to maturity. But Bio-Terror Prime was a newborn 'adult' with a Transformers soul...and Earth was _not _Cybertron. It must have been confusing to say the least.

What was more, Arcee the Autobot may have been bold, but she was never reckless. In the formative years of Bio-Terror Prime's reign, she was in danger of growing contemptuous. The enemies that faced her were no match for her and they knew it. We knew it. She knew it. And so they loathed her and their resentment turned to desperation. We tried to tell her the dangers of this. She ignored us with a smirk. A reminder that our presence was just a formality to her. Still, we fought alongside her...and we feared her all the same.

Arcee 'Prime' had no Matrix of leadership to pass wisdom and temperance onto her. Whether she knew it or not, she was developing a taste for power and that kept me awake at night because there was nothing we could do about it.

Not us, anyway.

- General Arthur M. Pullings. USMC.

Chapter One

The old M1 Abrams tank rumbled to a halt where it tracked across the wide floor of the canyon, the sand hissing under it's worn down treads. It was shaping up to be a real beauty of a day, with the sun easily obliterating a thready little early morning fog that lingered over night. Now it was chasing away the shade as the day headed towards noon.

His men were as dry and baked as the arid desert around them and the touch of any humidity on the skin would have felt like pins and needles in this heat.

General Pullings sighed, drawing a deep breath that smelled of sand and dust and having to resist the unprofessional urge to pour a canteen over his face and snort like a bull.

He felt older than his fifty six years and by will alone he ignored the radiating heat pouring off his tank as he road in the turret ring behind a fifty caliber machine gun.

The old M1 was about fifteen thousand miles past it's life expectancy and was as familiar to him as an old boot. They were a lot alike this tank and the general but he had no time to wax poetic.

He turned back to his column, taking in his men and the accompanying vehicles at a glance.

Sergeant Hollander was already standing at the side fender, hard bitten and twenty years younger than the general. The tired old man inside Arthur Pullings, the grandfather, almost felt a lump in his throat at the preemptive loyalty of the man.

"Sergeant Hollander, call in the recon and secure the perimeter. One hour cool down."

"Sir. The water-truck managed to repair number two compressor and has cranked out two hundred more gallons of potable."

"Well hells bells. That _is _good news. Relax water discipline and issue full rations. They need it."

In response Hollander raised up a bundle of three extra canteens that he tossed up to his general.

General Pullings caught them but immediately turned to pass them down to his crew.

"You drink some of that yourself, sir."

"To your mother Mr. Hollander." Pullings replied as he turned back.

"May I one day equal her, sir." the other man squinted up at him with one eye.

Both men turned to see Bio-Terror Prime come striding up the length of vehicles. And as always she barely paused to give her human allies a glance. In fact, straight back and imperious, she strode on. Making it clear for all the world she was not going to stop.

Pullings eyes narrowed into dry crows-feet.

"Prime!" he snapped. Only then did she deign to stop and half turn back towards his tank. Leave it to the bitch to ruin his morning drink.

"I've ordered a stop."

She said nothing. Just stood there with that infuriating look on her face, raising one hand up to her hip in a calculated gesture of haughty tolerance.

In that moment he really hated her. This creature had a way of making him feel like a child and his words sounded hollow even to himself because Arcee never missed a chance to let the whole world know she could care less.

"Then stop." She sighed with just the right note of boredom, cocking her hip and turning to stare off into the open desert. She stood there looking so calm, cool...and damn it all to hell, sexy.

Yet as fantastic as she held _herself_ to be, Pullings knew that she had long ago burnt away any awe the men had held for her. At first he thought there would be mounds of trouble. She had come among them like a goddess. Her body a deceptively _perfect_ specimen of all that which was 'woman' and despite her size, she was stunning to the point that she made even him stare. It didn't help that she seemed to select a uniform as an after thought that was more cosmetic than functional. She wore knee high laced up black boots and armored knee pads with straps of black leather wrapping up around her shapely legs. Topped off with a form hugging one piece tunic of black spandex and matching flak vest, with her 'hair' pulled back into a ponytail, she looked exotic and lethal.

But no insignia. No weapons.

Because she answered to no one and she _was _the weapon. Pullings, despite his rock em' sock em' style, was an educated man and had easily followed the debriefing a board of three scientists had provided for him on this new Bio-Terror Arcee. Pheromones and uncharted human awareness factors on paper translated into nothing short of an arrogant temptress in the field.

But he needn't have worried.

In short order Arcee did a stellar job of isolating herself from his men who were soldiers first and foremost. Most of them had lost everything in the Bio-Terror wars and in a remarkably short amount of time they came to resent her arrogance towards them more than they appreciated her 'nice ass'.

As for his female troops? They flat out despised her for her open disdain towards_ them_ exaggerated their own physical limitations. Unable to do anything about this, and despite having proven themselves time and time again, it had reached a point they threatened to wear themselves out rather than be seen voicing any complaints.

The medical detachment had to report a rise of trench foot and road-leg going unreported among them and he had personally chewed them out good and proper.

Then there was her own attitude towards_ his _authority. Even now that unspoken scorn was there, and if he wasn't careful he would find himself _explaining _his actions to her like prom-date needing approval. A subtle weakening of his discipline and decisiveness that could undermine him in an instant. Something about how she was exuding an alpha-dominance protocol.

General Pullings felt if he let that happen there would only be anarchy and he was damned if he was going to bow and scrape to anyone at this stage of the play.

In short, he had no time to humor her being spoiled so he entreated with her as such back when he had teenage daughters. It wasn't what you said, it was how you said it.

He didn't tell her what to do or even suggest it. He just made it clear what she _should _be doing herself, letting her believe she thought of it on her own. After all, give a teenager a choice and they'll choose the option that's the most spiteful for good or bad.

Fortunately, in adjusting to her new existence, something of the old Arcee remained inside her that she seemed to acquiesce to him. A little. Rather petulant yes, but he sensed a touch of relief on her part that he was in charge.

But it was a delicate authority and he knew one day she would slip out of his grasp. In fact, it could happen right now.

Arcee was getting impatient.

It was because of the the signal.

**ooo**

Three months ago in this region of the desert, there had been a vague anomaly that registered as an old Autobot carrier signal.

Curious, once informed, Arcee had gone into the desert to track it down and a mysterious cat and mouse game began when the signal seemed to deliberately mislead her.

When she found the time in between operations, her thoughts were drawn back here more and more often. And each time she came back and went in search of it, she failed.

Her frustration grew.

Perhaps it was how she was still growing accustomed to her knew form, but Arcee quickly became obsessed with the signal and it's shifting pattern that was so perfectly random it showed a clear intelligence behind it.

She saw it as both hope, threat, challenge and criticism all at once and stalked it like a cat while her fury grew to a boil at having to nursemaid Pulling's battalion.

His was a Bio-hunter specialty unit and the powers that be, that is the powers that _remained_, made it clear to Arcee she had a duty to perform here for the signal gave no clue to it's origin or meaning. And if anything, it was better to error on the side of caution when dealing with anomalies in _this_ war.

The rogue Bio-Terrors they had encountered on their first joint foray just affirmed this. Arcee insisted their was no cause for concern, making it a personal matter.

But this made Pulling's superior officers even more determined to be kept in the loop, although they knew full well it was at her sufferance.

So...the _wonderful _job of cooperation fell to Pullings.

**ooo**

"One hour." Pullings said in answer to her unspoken question. His voice carried the full weight of every inch the three star general he was. Genghis Khan would have found some shade to sit down in after hearing that tone of command.

"I could go on myself." she tested him, turning to look back at him.

Hollander said nothing, just stood there still as stone. His expression unreadable.

Pullings turned to him.

"You have your orders, sergeant."

"Sir." His non-com replied. Bless the man. The way he responded was beautifully measured in the totality at how he ignored Arcee. She spared him a glare as he turned away without a word.

It was right there in that second, Pullings knew the very showdown he had been musing over was at hand.

Arcee did _not _fall out.

Her finger, ever so slowly, started to tap impatiently against her hip.

"Did you hear me?" she asked and her voice carried it's _own_ tone so that every soldier within fifty yards grew quiet and turned to watch.

Pullings stared back at her, eye to eye, from his tank cupola.

"You heard _me_." he answered.

"Yeah, I heard you. And I wonder why I listen."

"For the good of the people under your charge."

"Don't talk to me like you're Optimus." she snapped.

It was here Pullings knew he either distanced his command from her right now, or she would take over. Not that she cared one wit about their welfare, but _he _needed to keep his command or his people would be lost.

He pulled his legs out out of the turret and jumped down on the fender with a show of energy that was more will power than actual strength.

While this dropped him down lower than her height, the way he stood up to her was unmistakable.

"Never met him." He met her stare, hands on his hips as he stopped near the massive cannon barrel. The heads of his driver and gunner popped out of the tank behind him, their eyes wide.

"But since you're so fond of reminding me about him, I can't help but wonder what he would think of your attitude."

"Oh _really _and what attitude would that be?" she scoffed.

"That you think we need you."

This was unexpected and caught her off balance. In her arrogance it never occurred to Arcee that they didn't. Well this was what being presumptuous got her. Her mouth open and closed and Pullings kept his face impassive.

"We were fighting this war long before you came strutting along."

"Oh, so you resent my help?"

"Oh, so now you want to help us? Stop twisting the meaning."

"Doesn't change the fact you were _loosing _the war." she sneered.

"Petulant as ever. Only a Decepticon weighs matters through arrogance."

This made Arcee_ truly_ mad and she balled up her fists and took half a step towards the tank. This was a strike against her with the men and women who were watching but she didn't notice.

"And frankly, I'm tired of your shit." Pullings went on before she could even think to speak.

The abrupt changes were coming to fast from Pullings and he had kept her off balance like a politician.

"So what?" she managed to spit back.

"So nothing. You're going to do whatever the hell you want anyway. And since you think you can do better than my people, take your narrow ass off down the canyon and report back..._if _you find anything useful."

There it was. He was making it clear _they _were fed up with _her _and at the same time he was giving her permission to leave them and not making very much fuss about it. Or whatever she encountered.

With that he jumped down to the ground and turned her back on her. To his utter relief, as he came back among his troops, they all went back to their duties and studiously paid Arcee little attention as she stood there fuming.

For all the world, all Arcee could summon up was a pout.

"Fine! I will!" And she turned and stormed off.

Pullings ignored her and stood there, hands on his hips, watching the troops form a line at the water truck. Sergeant Hollander walked up to him.

"That's a dangerous game you play, sir."

"Been playing it since she joined our ranks. She doesn't even see what a wild card she is."

"The thought that scares me is that maybe she does."

Pullings looked over at his sergeant, a cold feeling in his stomach. Hollander met his look.

"I would never question you general, but..."

"Better she works out whatever issues are stewing around in there before she gets us all killed, Thomas." the General replied quietly.

Hollander's lip worked together silently as he turned to watch Arcee's form recede into the distance.

"Yes sir." he agreed.


	2. Chapter 2

_ That soft, weak, deluded, self righteous, cynical little flesh bag bastard!_

Arcee raged as she stormed along, hotter than the landscape around her. She was steaming with indignation and embarrassment as her long legs ate up the distance down the desert valley floor. Thankfully though, the tough dark red basalt of Nevada was in ample supply around her and she vented herself fully on it.

Bio-hydraulic fingers dug deep groves into stone as every now and then she seized boulders of any size she came near, scooping them up as she walked. Some she would smash together, some she would hold aloft and obliterate with a punch and some she would fire at the cliff walls with enough force they could have passed through a car.

She wasn't just angry, she was _furious_ and at one point she stormed up to a moderate sized protrusion of rock and demolished it in a blur of violence, her fists smashing away great chunks like a jack hammer. It had jutted out from the sand like it had for a hundred thousand years, but was unfortunate enough to be of a size with Arcee, Bio-Terror Prime, when she came along. She cut it down with little effort but was still not content , actually dropping to her knees and flailing away at the stump as chips of stone flew in all directions.

Did her knuckles bleed? Was she cut by the stone? Yes. But the sting of shrapnel added to her fury and she was growing even more angry because of it. With a scream of rage she snapped back up onto her feet, her fists clenched at her sides as her lungs gave voice to the anger inside her.

They tiny birds of the desert took to flight at the sound and miles away, gaunt coyotes scrambled out of the canyon, slinking away before the coming of this unnatural predator.

Already her knuckles were repairing themselves, smoothed over into flawless skin before she ran out of air. The bundles of bio-mech cables composing the joints of her body constricted with tension and glowed brighter as adrenaline coursed through her.

"I'm so fucking mad I could _kill something_!" She screamed.

Starscream came rocketing down from the clouds on a burst of air that sent sand in all directions, transforming with the grace of millions of years of practice. He landed easily on a boulder that towered two stories in the air and was already chuckling wickedly as his head came up to sneer down at Arcee.

"You!"

"My my my. If ever you Autobot's needed to, you could contract yourselves out for some human demolition." He replied, long claws clicking imperiously on his chest, bemused at her impotent rage as he looked down at her from his lofty perch.

"Shut up, you posturing vulture!" Arcee leapt the distance with little effort up to the top of the boulder herself. Seizing him by the wings, she forced him to his knees.

"You were the _first one_. The first unanswered murder. The first injustice!." she screamed, her fingers punching through the armor of his wings. Starscream screamed deliciously as she dissected him, tearing his body asunder and forcing him down before her as she crushed him.

"The first _slap in the face_ followed by that sneering _laughter_!"

"Stop! _Please_! I can explain!" He implored her as the bio-sweat ran off her face and dripped hotly onto his metal skin.

"That's right. Grovel, you dog. Beg for mercy! And then what? You scamper away to scheme again and again?" She seized his head in hands that could rend steel.

"Not this time!" She screamed and with a sickening crunch of metal, tore the spinal column from his body.

**ooo**

"That's how it _should _have happened." Arcee cried. "You should have answered for your crimes _years _ago!" Her fists balled up impotently in the air as her daydream dissipated in front of her. She was back down off the boulder in one effortless leap, talking a little half skip as she pulled her arm back and sent her fist blasting through another uncomplaining jut of stone. The rock cracked like a grenade across it's width, snapping off and spiraling to the ground.

"I wish _I _had been there. A quick death was to good for you!" she went on.

She didn't even break stride.

**ooo**

Arcee wasn't crazy. She wasn't seeing things or hearing things nor was she a stew of psychosis. She was just giving vent to an anger that burned through a body of tremendous force and power unlike the world had ever seen before.

Like the _Transformers_ had ever seen before.

Not that she hadn't adjusted well to her new body. That was the saving grace of her Transformers soul but...everything was gone. Even her enemies.

Especially_ her enemies!_

And the curious effect that had on her in the months since her awakening was that it made her feel impotent...with nothing to vent her growing frustration upon.

How sickeningly ironic.

Now that she had the answer to all the Earth's problem, now that she wielded power beyond that of even a Prime, an all to human recrimination burned her up inside with the one thought : _What good was it all, when it was years to late!?_

Worse now that she inherently knew, felt, and believed she was unstoppable.

And there was _nothing_ to stop!

She wasn't challenged. The Bio-Terrors? What were _they?_ Wretched filth no better than pack animals. Gross parodies of her perfection. Leaderless and scattered and just meat to be hunted down.

_When she was Gawdamn good and ready!_

**ooo**

She stormed on. Arid little clouds racing overhead as the day grew long. She was miles from the column now but didn't notice.

And fuming like this she failed to notice the trickle of stones from the cliff walls around her.

If she had, she wouldn't have cared. She was to busy brooding.

**ooo**

All to quickly after being thrust into the world's spotlight, she had grown weary of the teaming, pleading masses that poured out of hiding and demanded more and more of her time. And all the while she sensed a growing resentment from the militaries and world powers that were left.

Aren't you going to do something about this, Prime? Don't you think you better do this, Prime? We need to do this, Prime. We have to have you do this, Prime.

They said Prime like a sneer.

And was there any thanks?

No!

Bag some Bio-Terrors, make a good kill, and turn around only to find another flesh bag at your feet, round mouth wailing for food, water...whatever.

_Arcee, there's a monster under my bed!_

_Fuck you!_

Arcee was _no_ Prime. And she wasn't introspective enough to see the glaring psychology of herself. How years ago she had come see slights and injustice as a personal insult. How she had buried her lust for vendetta and vengeance under the shroud of the Autobot cause. And yes, the years of _impotent _fury as everything dear to her was cut down.

And then Optimus raced to the front of her thoughts.

_You were more cut out for this than me!_ _You had no problem sacrificing everything for them!_

Oh yes, for a time Optimus's team and her human allies kept her on the straight and narrow. Made her even believe she had forgotten her darker side. But then_ he_ had the temerity to get himself killed by the very creatures he was in such a moral quandary over!  
Did the Bio-Terrors 'respect' you Optimus, when three hundred of them overwhelmed your supply column?! Did you knock them out? Disable them? Take away their knives? Or did you finally admit you had to fight fire with fire just before they tore you apart?

_Gawdamn you anyway!_

And you wouldn't let me kill Knock-Out that one time. Made me all squishy and weak and sentimental. Made me think about it when I should have just cut his head off. Made me come back to base so you could pat me on the head and say _well done. _

Do the right thing. Take the moral high road. Walk away.

And _now_ look how it all turned out!

Fuck_ you _and your martyring self righteousness, Optimus! Did you ever think what would happen to those beings who counted on you if you died?

Did you ever, in your vaunted wisdom, see how rudderless and helpless it would make everyone to dependent on your approval once you were gone?

**ooo**

She kicked the sand and even stomped her foot, her hyper-combat reflexes screaming for action because of the passive threat of her anger.

But there was no enemy.

Just rage.

She grabbed a boulder with both arms and raised it high, the lean muscles of her arms bulging. With a swing of her leg she brought her armored knee up against the rock at the same time she dropped it down.

It cracked like an egg and she flung it aside with a snarl.

**ooo**

It was _her_ that had to stand up to Optimus. Shatter that precious morality he inspired. Make her the bad guy because he couldn't make the hard decisions.

It was her who was the first to kill a Bio-Terror.

_Fine by me, Prime! Stand aside!_

But did he know what that had cost her?

Thank Primus there had been Jack.

The only being left to her on either world, or any _other _planet in the galaxy for that matter, was_ Jack. _And he proved to be the heart and soul of...well, everything.

_He _kept them together. He kept _her_ together. He had understood, agreed and supported her.

At least Ratchet had been right about one thing. Jack was a lot like Optimus. Did Prime ever realize the moment when he lost his team and how they started to look to Jack? He kept Arcee sane. Kept her from lapsing back into the loner. The rogue. The killer.

It had been enough for her.

And then there was her death. She remembered it. Welcomed it. Every single detail and every second of pain and she remembered how she was selfishly _grateful _that she was to die before Jack.

Jack had been her salvation.

_And then_ _what happens_?!

Years of this strange, vague limbo and half remembered dreams. Words and emotions.

Then a bright light.

The scream of her new birth.

Only to find Jack Darby dead at her side. A crumpled, sad little bag of bones that she could do _nothing_ for in a body that could change the world.

How fair was that?!

The only one that had been there for her and she was to late to help him.

And all that was left was the humans. Did they give a fuck for the Jack Darby's of this world? For the price others had paid? At least Bumblebee could return to Cybertron as the last Guardian. At least he could _go home._

But she was inexplicable tied to a world that had cost her to much and her resent took seed.

The humans, the humans, the humans.

Was any one even sorry for her loss? These little mewling flesh bags couldn't even begin to comprehend it! Couldn't hold their own! Couldn't do their part!

**ooo **

Arcee screamed again as these thoughts boiled inside her.

Yes indeed, she was _no_ Prime.

Because that was when it started to go bad. When her frustration slowly displaced onto mankind and the unreasonable blame that burned through her all to human emotions.

In her mind she could march back through time and see each wrong step and poor choice that had led to_ these_ times, and she lacked a poets soul to see through the illusion of hindsight.

In that second she blamed Optimus for the moment the warrior in her had to murder his adopted values in the name of the survival.

In that moment she blamed herself for being unable to help Jack. How the loyal and loving friend in her had to _loose_ Jack in the name of salvation.

And then she blamed everything else that ever led the Autobots to Earth in the first place, once again feeling impotent that there was no enemy to met out justice upon.

And finally, resentment at the humans who she unreasonably felt had cost her so much.

_All this for humanity and their ball of dirt!_

Arcee began to humor notions that never would have come to her as an Autobot warrior under Optimus.

_Why the hell should I care?_

It was showing through as surely as an addiction. She was indulging herself. Finding solace in reveling in her power. She had stopped consulting with the remnants of human authority. She had stopped answering every distress signal. She reveled in the hunt of the Bio-Terrors as she saw fit and snidely rubbed it in how the humans could not keep up with her.

Just a rag tag bunch of whiners that trailed after her, afraid of their own shadow.

And she had stopped asking permission for every little thing.

Sometimes, drunkenly...she helped herself.

The blood lust didn't help.

The Bio-Terrors were good for one thing, they let out the monster and their screams were...delicious.

Arcee the loner. The rogue.

_ The killer._

Then she noticed the falling pebbles to her left.

She pulled up short as a shadow fell over her, spinning to see a hunched, grotesque little being staring down at her from the cliff up above. A sickly looking little Bio-Terror half starved and feral.

To her amazement it hopped easily down to the sandy valley floor from one rock to the next, unafraid and wide eyed.

It turned to look at her, it's shoulders and arms over developed, perched on two nauseating stunted little legs, with it's head pushed down into the middle of it's chest. It blinked greasy hair out of it's eyes.

"Well...aren't you just adorable." Arcee held her fingers under her chin and blinked her eyes at it sweetly, mocking it.

"Is this the big bad wolf? Maybe the _General_ could handle you." she went on with a snort, dropping her arms.

The little monster didn't answer her, it just smacked a handful of sand up into her face with a screech.

Arcee sputtered and cursed, backing up, and then she exploded after him as he took off at an incredible speed.

"You'll die for that, you little fucker!" She snarled.

To her surprise not only did he stay ahead of her, but he began to out-distance her and her earlier fury focused on him like a laser sight.

_How dare you! _Her ego screamed.

Her armored boots pounded through the sand and everytime she closed on him he jinked to the side as quick as lightning, one time even right back _underneath_ her, more agile than a chicken.

In fact, he was _clucking_ at her, goading her on and she was screaming with fury at every near miss. She paid no attention whatsoever to where she was going.

Finally though the wretched little beast made a mistake. It headed down a dead-end, the walls closing in quickly overhead, deep in shadow from the overhanging cliffs. Hard to climb out, sure enough, no matter how strangely muscled it was.

One way in and no way out. There wasn't but a foot to spare on either side of her as she went after it.

She had it trapped.

Rounding a corner and skidding to a halt, she eyed it backing up towards the rock wall, it's eyes glowing as it stared at her.

"Got you, you little bastard!" She smiled dnagerously, rolling her fingers, balling her hands into fists and cracking all her knuckles.

"You like to throw sand in people's faces, huh?" She said as she came forward. To her _second _amazement, the little creature stopped and it's mouth opened wide to reveal the grill of a speaker.

"_Get ready for a surprise_!" It sang at her in the tinny voice of a TV show clown.

Then her feet went out from under her, the sand hissing like a snake as the ground under her feet gave way into a deep sinkhole.

The inertia threw her arms up into the air and she didn't even have time to cry out...

Before the desert swallowed her whole.

The little Bio-Terror padded up the edge of the pit, cocking it's head and staring at the ripples left in the sand. It's little grill hissed with static before a mono-tone soldier voice barked out, sounding like a clip from some old movie.

"Mission accomplished."


	3. Chapter 3

Falling through the dark, feeling absolutely nothing around you, is beyond terrifying.

Whether you know it or not, your senses are already taking note of how long you have _got_ to fall, how long you _have_ been falling, and how long before you _hit_. The formula works quickly and takes but half a second...until that horrible moment you realize you are _still_ falling and you are way past the point where it would have been survivable. Then your last moments in life are spent in sheer, absolute terror. Despite yourself, you claw at the air, your body willing to risk twisted or broken limbs, even fingernails ripped off, in the name of checking your fall. Anything to preserve your life beyond the point of no return. You will twist like a cat, your head snapping around, your eyes wide, searching for anything that might anchor you in the flesh for a moment longer.

All this happens in mere heartbeats and Bio-Terror Prime experienced all these things...but she didn't scream.

What made it so was the sand. As Arcee fell, the sand around her added a brief sense of reality to the total darkness enveloping her and that played on her all to human emotions. It made it very real that she _was_ falling, robbed of sight, and plunging away into the cold.

_Bottomless? Gonna land hard! Gonna break something! Crippled! What if it's to far? They'll never know what happened!_

Her mind flashed back to the time her and Jack suffered a cave-in while battling Starscream and Megatron. Jack never knew it, but Arcee had always been plagued by a touch of claustrophobia. A throw back perhaps to the times she had been helpless under Airachnid's webs. She could _also_ recall every time, by sheer will alone, that she had immediately pursued Airachnid through one of her escape tunnels.

She hadn't hesitated then because she knew better than to give herself time to think about it. If she had, the one thought she dared not voice probably would have over-whelmed her.

_I'm trapped!_

But this wasn't a tunnel of rock, just black shadow. Her heart raced as she fell even further.

_It IS to far! To far! To far! I'm dead! I'm dead! _

She clenched her teeth so hard her jaw cramped. She would _not _scream, but she flailed around her most ungraciously, trying to touch anything around her to arrest her fall. Her own body gave off a slight illumination but it touched nothing around her but echoes. Strangely, the sand lifted away from her like air, as if she fell past it and plummeted on.

Down she went, spiraling, whipped about, the seconds ticking away into the sensation of free fall skydiving. Suddenly a blue disc of light appeared ahead of her. As she watched, it swirled around her playfully, growing steadily closer but then twisting away every time she tried to look at it.

Then she realized the _disc_ wasn't moving...she was. And a moment later it expanded, going green and rushing at her so quickly she threw up her arms with a bark of alarm. Wind howled in her ears but she could feel a growing deep hum build up around her and she was suddenly gripped by cushions of air.

Something slowed her down, her senses coming back to her as she focused on the disc of light. She felt gravity, felt it's pull strangely weakened, knew which way she was pointed now. And then some other force righted her and she sailed toward the disc feet first.

Now she was more Bio-Terror Prime than ever...humiliated and angry. If this was a door of some kind, she was coming in hot and fast, determined to land with a bang.

**ooo**

But it wasn't a door. It was a round field of repellant static energy and she passed through it slightly slower than she would have a thick syrup.

Another short fall and she landed hard enough, unable to check her fall, and painfully sprawling out onto some steel decking below.  
Arcee wasted no time. Not like the movies where she slowly picked herself up and got her bearings. She already felt the steel decking beneath her feet, felt the presence of machines and energy and the stink of ozone of what had to be a power field around her.

And above all, wherever she was, this could hardly be a good place to end up.

She was up like lightning and slamming both her fists out with a bark of rage, striking the field around her and watching it blaze into maddened sparks and swirls of current where she connected.

There was no stun effect. The translucent energy field surrounding her like a huge glass tube took the blow and cascaded nicely with flashes of white light.

She knew in that instant it was beyond her strength to break it.

It was as if it mocked her. Her, Bio-Terror Prime.

She lurched away and spun like a top, slamming a kick into it next. The field buzzed happily, never even changing it's pitch as she hammered at it.

As the swirls of light bled away back into light static, Arcee landing back on her feet, she took note of the small robed and hooded beings here and there just past the field of energy that was her prison. They weren't even watching her, busily going about some vague task around what looked like small computer terminals.

Breathing hard, she spared a glance upward, noting the opening she had passed through was now shielded by the same static charge. Apparently it had opened up just long enough to capture her. She had been a fool to lash out at the power field itself.

That left the floor.

Caring little for dignity, Arcee immediately dropped to her knees and gripped the steel decking in her powerful fingers, prepared to wrench it away like so much tinfoil. _Now _her tube-cell responded and she felt the deep seated build up of an electric charge well up around her.

A real powerful one. It made her ears ache and the air reeked again of sharp ozone. Down through the decking she could see raw power relays aiming inward like pitchforks just under her boots.

She hesitated, debating.

One of the small little figures had stopped it's worked and was looking up at her from under it's cowl. Though she couldn't see it's face, it caught Arcee's eye and she glared back at it, her fingers still curled around the decking.

It spoke.

"Don't push it. Don't push it or I'll give you a war you won't believe." It said in a tinny little voice as if from an old speaker. Just like it's counterpart up on the sand. Slowly Arcee looked around and took in the small rough hewn cavern, seeing she was at a dead end with a tunnel leading off to the left. The light was low with only a few old glow-bars here and there. And judging from her fall she was far underground.

Trapped and wrapped and ready to be delivered, standing on top of a power pile like a roman candle set to go off.

Arcee released the decking slowly, and straightened back up, swallowing hard both her anger and her angst. The little figure went back to it's work without taking any further notice.

She stared out at her surroundings, taking in more details.

Among the mismatched computer terminals, thick cables led off across the ceiling or along the floor, with some heading down the curving tunnel. The little robed beings attended them silently and she strained her ears for the sound of anything else.

Hearing nothing but her own breathing and the muffled machines around her, Arcee was at a loss. The place smelled of dry sand and oil and whoever had captured her seemed intent on keeping her intact, rather than just frying her.

That didn't mean they wouldn't get around to it. This tube could easily dispose of her, judging from the power running through it.

_Great. Just great._

And although she was fully aware her strength for the moment would do her no good, she couldn't resist shouting at the little workers, unable to restrain herself in her rage and embarrassment.

"Hey!" She barked, punching the field for good measure. "What gives?"

They still ignored her, until one of them turned in mid-shuffle as it passed near her and cocked it's head slightly.

"I'll catch this bird for ya, but it ain't gonna be easy. Bad fish! This shark? Swallow ya whole." A different voice crackled out from under this one's cowl. A recording? These things answered her with recordings of some kind?

"What the hell?" Arcee frowned as it shuffled away.

In a sudden burst of fury she hauled back her fist and began hammering the field with repeated punches nearly faster than the eye could follow. Power relays be damned!

To her satisfaction the field seemed to have more give it to it and she poured on the power. Then one of the little beings twisted a dial and the pillow of energy turned to stone, jarring her own arms with all the proof she needed that she would damage _herself_ before she got anywhere.

So she stopped punching and the heady thrum of power died down around her again. Her chest heaved, the sweat running down her body in small rivulets.

"Let me out of here! What it is this!?" She finally demanded. Another figure to her right turned to her and she glared down at it.

"It rubs the lotion on it's skin or else it gets the hose again." it said from under it's hood and then it too moved away as if it had said nothing.

Before Arcee could so much as shake her head, perplexed, the beings all quickly grouped together near the wall. She tensed, expecting the worst when she noticed one of them was holding a small control box. Without preamble it pressed a switch and her force-field prison cell suddenly lurched forward.

Catching herself easily, Arcee noticed for the first time that her tube was set in a cradle held up off the ground by a sturdy looking six legged platform that suddenly walked forward, taking the whole works towards the tunnel exit.

The line of little robed figures fell into step in front of her and they marched away with an almost comic seriousness, muttering to themselves in little clipped voices she couldn't make out.

There was little she could do. The insect like walker clunked along at an odd gate behind the line of little figures and as the tunnel curved she had a sense that it would open onto a bigger cavern up ahead.

Now the question remained, how would she meet her fate?

She could sit down crossed legged on the floor and be carted in to meet her captors like a Chinese empress, or she could stand there with her arms folded and legs braced like a conqueror of old carried on the shoulders of slaves. But the wobbling little transport allowed for none of that, so she reached out and pressed her fingertips into the static field to hold herself steady. It sizzled nicely at all ten points and she felt this display would be interpreted as more hostile to whoever she was being hauled in front of.

So there she stood, her feet planted firmly, and watching as the tunnel continued to curve until it ended at an airlock. One of the little robed beings stepped out of line and slipped behind a small console, keying the door open. Her walker started up again with a lurch and Arcee tried to get a closer look at the thing standing off the side, watching his fellows and her prison tube passed by..

"Tiny Jedi! Tiny Jedi!" It crackled at her, it's voice filled with static. She grit her teeth, glaring daggers at it, noting the bulk of it's shape was due more to it's thick robes than any sizable frame. She had a distinct feeling it wasn't even alive, but moved more like a robot. A toy. And yes, she did see a small grill in place of it's mouth. Like a speaker.

Arcee turned back just as the door irised open and then despite herself, her breath caught as she beheld the cavern she was carted into it.

Her procession opened up onto a vast cave that looked like Eden given form by a mad scientist armed with a welding torch. A huge panorama of planets swirled in the middle of the chamber like a massive science fair display, replete with lights, moving atmospheres and orbiting moons all around a huge yellow sun at the center. It thrummed through the floor like a pulse and she could feel it even from here.

Every part of it was inter-connected and crafted as artistically as it was practical, swirling smoothly through the air at a slight angle. It was amazing to find something of it's kind here.

The central pole holding it all in place was gilded in shining equations and scrolled filigree, with tiny waterfalls of sparkling light cascading from the mouths of cherubs down into a pool at the base.

The air was warm. Comfortable. And indeed the whole cavern gave off the sounds of a garden. But this surprising orchestra was formed by the sounds of machines and motors, humming and chirping softly all around here. That was when she noted the small articulated animals here and there, scampering about steel mesh ferns and flowers and little banzai trees bright with their own light sources, pruning rusty leaves with small sheers and little oil cans. There were even birds flitting about on tiny steel wings, nesting in meshed leaves and steel rubber vines hanging from the ceiling like tapestries. She watched one swoop past, the hue of it's feathers made of up of tiny little LED's.

That's when she noticed the surrounding walls were jammed full of machinery and cables that she had no chance of identifying, some of them replete with flickering holograms of waterfalls and lily ponds. All of it glowing and rich with mechanized life. In that moment the whole plethora of sounds and light reminded her of Cybertron.

It took her breath away. So much so she forgot her plight for a moment and craned her neck to keep looking even as the line of robed figures made it's way across the floor, skirting the swirling giant solar system, and heading for another sizable airlock.

With a jolt it struck her why it seemed familiar and she turned around in her tube, straining for a last look at what she suddenly suspected she had seen.

That pool. The color. She was a fool not to have seen it at first.

Had that been liquid energon?

She heard the airlock open ahead of her and she turned back as her line of captors marched her tube into the next room.

She knew immediately this is where the magic happened. It had to be.

What spread out before her, down a small flight of stairs, looked for all the world like a lab, junkyard and workshop made one. In distinct contrast to the utopia she had just passed through, were piles of broken junk and detritus stacked to the ceiling. In one glance she could see rows and rows of bulging shelves and piles of scrap metal with everything from washing machines to old battery operated toys and tire rims. The whole works stretched away back into the dim outlines of the cave it was stashed in, the low ceiling dotted with sporadic lights and dangling power cords like so many orange and black vines.

The procession marched right down into it, for there were all manner of paths of different sizes branching off through the metal mess. They chose a central lane, heading directly for a more or less open floor space in the center of the room. This is where they took her, clanging along on the decking underfoot and she could see now two curving sets of stairs leading up to a central station overlooking the whole works. Here she knew she would find whoever was at the bottom of all this and indeed she caught site of another cowled figure standing up there, it's arms together and it's hands tucked into it's sleeves.

Her senses, though muddled by the power field, told her _this_ one was alive. A living being. Slightly larger than it's automated little servants, it stood there in the shadows, watching from it's vantage point as she was brought up between the foot of the staircases. It's robes were just as thick as the others but a bit lighter in color and it waited patiently as the smaller beings escorting her turned back to secure her walker, stopping it and settling it down on it's six legs like an obedient metal ant.

Arcee watched all this and then she looked up at the solitary figure, wondering what to say...or what was coming next. Was this some master of a coven of mutant Bio-Terrors? Or a servant? From the shadows of it's hood, she could feel this person watching her. Then it slipped it's hands free of it's robes and took up a small cane to come forward.

Human hands.

It stopped on the other side of the handrail overlooking the central space she had been placed in and there it stood, leaning on it's cane and looking down at her.

She sighed and shook her head.

"All right. Just who might..."

"Doctor Grant, my dear Doctor Sattler...welcome to Jurassic Park." It answered in the same tinny voice of a blown speaker before she could finish.

Arcee blinked. Another recording? A long moment passed.

"Okay, magic munchkin, you wanna tell me what the hell is going on here? Or does everything and everyone down here talk in T.V.?"

To her surprise the figure burst out in all to human laughter. Male. The voice aged, dry and gravely.

"You know, that was a quote from a movie too. 'Magic munchkin'. Poltergeist Two. Terrible sequel. Very cheesy." it grated, as if it too spoke through a filter.

"What the hell are you talking about?" she demanded. "Who the hell are you? Why have you trapped me like this and brought me in here!?"

The figure turned to one of it's smaller servants that had come slowly up the stairs next to it.

"I cannot teach him. The boy has no patience!"

"He will learn patience." The smaller figure replied automatically through it's own little speaker grill. The human chuckled as he turned back to Arcee.

"How do you like my Jawas?"

"What the hell _is_ this, old man?" She demanded.

"Movie quotes, my dear. Not TV. You'd be amazed at how many get stuck in your head when it's all you have to watch."

"Movies. Ok. Yeah, whatever." she looked away, furious.

"But then...there hasn't been much on TV lately worth watching. Everyone's busy talking about _you_." the figure said pointedly as it pressed a hidden button. A small wall of mismatched TV sets winked into life off to Arcee's left, all them showing various news clips and editorials about the war and the state of the planet. In several of them, she saw herself. There was no sound.

Arcee turned back and looked up at him.

"Note how you barely disdain to talk to the reporters. I particularly like the flamboyant way you let them film you on the attack. Very dramatic." the figure sniffed.

"Cut the shit. So you know who I am."

"I know who you _were_."

"What the fuck is that supposed to mean?"she snapped.

"When did you pick up how to swear like that?" the small figure cocked it's head.

"You wanna knock it off with these games and answer my questions?"

"You're in no position to demand anything." the speaker said in a sudden sharp tone. Arcee felt chilled. Somehow the sheer absurdity of what was confronting her had made her forget that she may be in deadly peril.

"So you're just going to keep boring me with all this crap?" she continued with more bravado than smarts.

"Maybe I'll just fry you instead." the figure replied.

Arcee had no answer to that, taking a moment to think.

"So...you're my enemy then." She said. It wasn't a question.

"I don't know yet. As I said, you've been all over the TV and frankly I am less than impressed."

"Like I care." she snorted.

"You _better_ care, you smart mouthed bitch. You better care when it was me who caught you like a tiger in a pit. The mighty Bio-Terror Prime. Suckered like a rank novice. What a story that would make, huh?" the speaker's dry voice grated at her.

Arcee glowered, off balance and uncertain and unable to help herself acting as such.

"Bitch, huh? Who are you then?" she demanded again.

"I'm the Magic Munchkin."

"_Cute_."

The figure was coming down the steps now, taking it's time and watching it's step, it's heavy hood pulled far down over it's face.

Once it was at floor level, she noted how it was hunched over and smaller than it had appeared to be while standing above her, yet still slightly larger than the other figures standing about. It moved slowly, reverently, as if with great age, tapping it's cane softly as it circled her tube, turning to look up at her now and then. It did so strangely by moving it's whole shoulders rather than just it's head.

"That face you make, look I so old to young eyes?" It said again, it's voice filtered like a cheap radio.

"I don't believe this." Arcee rolled her eyes and crossed her arms. The figure shook his head and tisked at her.

"You sure are arrogant. Me? I never had the luxury." He answered her in a clearer voice. "No one would have taken me any more seriously back then, then they would have now."

"Can you at least drop the TV talk?" Arcee asked over her shoulder as he continued to walk around her.

"Movie quotes." The speaker corrected.

"Whatever. Look, if you got something to say then say it. You got something in mind, do it! But quit fuckin' around and playin' games!" Arcee shouted the last part and slammed her fist into the force field as the figure came around back to the front of her tube. She was disappointed. The speaker ignored her outburst and didn't even so much as act startled. He just continued his inspection, beginning to circle her a second time.

"Very sexy." He rasped, his voice lacking any implied leer...as if he was reading a blueprint. "I wonder what purpose he thought that would serve? Improve public relations through sex appeal perhaps? Or maybe that was just in your make-up to start with. You chose those clothes after all"

"What!?"

"But then, everything else looks pretty spot on now that I can get a closer look. If only you acted the part better than you look it."

Arcee felt a strange thrill tickle her spine and stomach. She was at a loss for words now more so than ever. And where she had been determined to stand still as this strange little being inspected her, now she turned to follow him, her hands coming up to touch the force field.

"What did you just say? Who are you talking about?"

"Still, ol' Jack did a pretty good job. Ratchet too." the speaker went on.

Arcee couldn't process what she was suddenly feeling. Did she feel sick? Afraid? Shock?

She leaned forward a little, her nose almost touching the field, the strength draining from her voice.

"Who are you?" she swallowed, turning in her tube to follow him. The figure stopped and was looking up at her, saying nothing.

"Jack?" Arcee whispered even more quietly.

"Interesting response...though it's good to see you remember him. And although much of what I have to say down here is probably going to piss you off, I really _am_ sorry that I have to tell you I'm _not _Jack Darby." he said.

They stared at each other for a moment.

Then he seemed to suddenly make up his mind and he straightened up.

Whoever it was flipped back his hood to reveal thick green glowing goggles over a small up turned nose above a grilled face mask. His hair was a sandy colored thick mop, grown long down the back and shot through with gray, and the cheeks of the face were full, though weathered, complete with dimples.

Arcee could see now he had been faking old age and infirmness. He was a man, of medium height and build, and only half as old as she had assumed. He pushed his unruly hair back from his face and brushed at his robes, clearing his throat. In fact, he smiled up at her rather sadly as he slipped his face mask up and off his head

"The years have been pretty good to you. I wonder if they can say the same about me." he said. Those thick goggles blinked and clicked.

Arcee peered down more closely, the green goggles glowing up at her. She wasn't mistaken that for all the world the speaker looked a touch hopeful she might yet recognize him.

And she did.

It was Rafael.

_**To be continued...**_


	4. Chapter 4

"Rafael!" Arcee's emotions soared and she pressed her hands flat against the power field. The white lines of sizzling power helped her get a better look at him.

"Is it really you?" She asked.

"In the flesh." He grinned sheepishly, holding his cane and face mask out a bit in presentation.

But then he grew serious and the goggle's over his eyes narrowed like a robotic visor as he studied her.

"Is it really _you_, Arcee?"

"Of course it's me! Why would you ask that? Can you let me out of this thing? I can't believe it's you! Where have..."

He held up a hand.

"Whoa, whoa, whoa, lady. Let's take this one scraplet atta time." Then he slipped off his robes, showing a care worn dark sweater under well used overalls complete with overly large clunky work boots. The laces were undone and Arcee felt a lump in her throat at the unkempt sight. But then she noticed Rafael was in no hurry to release her and he appeared quite calm as he carefully folded his robes and set them aside on a box with his cane and face mask.

_Lady?_

"I always wanted to be a Jedi. Or Yoda. Wouldn't have that been awesome?" He glanced at her and then headed for the stairs. He didn't notice that she had no idea who he was talking about.

She watched him, befuddled. He had to be just a few years younger than Jack would have been but something about his manner made her feel like he was still the little man-child she had known all those years ago. Perhaps entities like Rafael never grew out of it. There had always been something vulnerable about him. Even when he married. But then there had been some tragedy with his family and he had disappeared. In those times everyone believed it had been just more of the nightmare of the Bio-Terrors. To find him here was surreal.

"Raf?" She asked and he paused , one hand on the hand railing, turning to look back at her.

"Yes?" He asked. As if he didn't hold her captive behind a power field. Or that he hadn't snared her out of the desert like a rabbit. She couldn't get a read off him and the first stirrings of bewilderment touched her thoughts.

"Are you going to let me out of here? It's me, Arcee! Can't you see that?" she prompted.

"Let you out? No. As for seeing that it's you? That remains to be seen."

"What do you mean?" Her voice tightened up a little.

"I'm the one to do it, you know. I see a lot these days." He let go of the railing and came back over to her, close to her tube.

"These eyes never get tired." He turned his face up to her and she noticed for the first time he wasn't _wearing _goggles over his eyes...the green lenses of his goggles _were _his eyes. Grafted into his face where his real eyes had been. She could see the thick lines of scar tissue from an old and terrible wound going right across his face, puckered around the frame of the goggles.

"Oh, Primus! What happened to you!?" She cried, sinking to her knees, her hands still pressed flat against the power field.

He seemed to regard her for a moment, licking his lips a little as if thinking it over.

"What do you care?" he asked finally, petulantly.

"Rafael, what the hell is this? What's wrong with you? Why are you doing this? Let me out of here." She frowned, taking her hands off the field now.

Rafael blinked at her, the lenses re-arranging themselves into an expressionless stare. Then he turned and raised a small remote, aiming it up at the control station at the top of the stairs.

"Bring down my tool belt." He called and the one little helper up above obeyed, stepping out of sight for a moment before re-appearing at the top of the stairs with a chest satchel stuffed with all manner of precision tools.

"How about a little fire, Scarecrow?" Rafael went on, ignoring Arcee and turning his remote to aim it above the wall of TV's. The whole cavern welled up with light and sound around them, mismatched bulbs of various strength flickering into life, oddball machines and the hum of small heater fans and dehumidifiers starting up. It wasn't over-loud. Rather muffled in fact. And in it's own way, it was beautiful too in how all the little lights and various screens twinkled throughout the piles of junk and scattered work tables. Arcee looked back down at Rafael, but he was watching his little helper. The small automaton had started down the steps faithfully and had nearly made it all the way to the bottom before it stumbled on the last three and came sprawling down onto the floor with a scattering of tools.

Arcee could see that under it's robes it was indeed a cobbled mock-up of robotic framework. Ingenious for how it managed to function at _all_ held together like it was. Rafael just tisked at it and helped it stumble back up to it's feet before he took his work belt and fixed it over his chest, slipping the suspenders over his shoulders. Then, bending down onto his knees, he calmly retrieved his tools, tucking them into their proper place lovingly one by one.

"They still can't handle stairs very well. Coming down, anyway. The robes don't help. But I like having Jawas." He rambled on. Then he turned to her.

"I don't get my hands on as much vulcanized rubber as I would like. I would kill for an old tire or two."

Arcee still couldn't quite process this sudden turn of events. She just shook her head from where she knelt.

"Spare tires?" she asked, at a loss for what to say.

"Yep. I had to use up all my rubber on my little pal you ran into. And my spray paint."

"Your little pal?"

"Yeah. You know? My decoy. My bait. My white rabbit that brought you down the rabbit hole."

"I thought that thing was some kind of Bio-Terror mutant."

"That's _your_ department. Not mine." Rafael added strangely, turning away from her and reaching for a file.

"What's that supposed to mean?"

"You sure say that a lot." He climbed to his feet without another word and headed for a work table off to her right, piled with all manner of items and broken down, disassembled tech.

Arcee watched him, feeling her temper stir as he slipped up onto a stool.

"What do you mean bait?" she called out. "You mean to tell me all those other times out here, those vague signals...that was all you?" She asked on a sudden inspiration.

"Yep. It's why I never contacted you. Didn't want to." He answered her even as he turned his back to her. "Had to make sure of a few things first. Took a while, but you followed the bread crumbs through the maze all the way to the cheese."

Arcee shook her head, disgusted and frustrated.

"That's...this is crazy."

He went on as if he hadn't heard her.

"That other little fella is more a mechanical homunculus than anything else. A fake...if you're going to call it anything." For a moment he worked something loose with a ratchet and Arcee took a moment to look around her, more befuddled than ever and trying to piece it all together.

"You two have a lot in common." Rafael added quietly after a moment, continuing his work.

"What?" Arcee looked back at him. It was perplexing how she was sensing a kind of detached hostility from Rafael. She didn't know what to make of it.

"Pretty fun watching him out-shine _you _though." He turned to her slightly. "I knew I had to make him fast. And then faster yet."

"Dammit, Rafael!" Arcee finally snapped getting to her feet. Rafael turned all the way around in his seat, a small alternator in his hands.

"Yes?"

"What do you mean,_ yes_!? You tricked me with it! Why!? Why did you bring me down here? I have a thousand questions here...let me _out_."

"No can do." he replied as he plucked a screwdriver out of his tool belt.

"Why not!?"

"Because I don't trust you."

**ooo**

Arcee stared at Rafael, her emotions in an upheaval as he calmly tinkered away without further comment.

"What?!" she said again.

"What, what, what." He looked up, mocking her without humor. The he sighed.

"Well, I suppose we've got to get to it, don't we? Sooner or later." He turned and set the part down before turning back. "But never you mind questions about me. My questions about_ you _are more important."

"Oh, is that so?" She arched an eyebrow, opting now to set her hands on her hips.

Rafael just slowly nodded his head, his lips a thin line.

"Rafael, this is ridiculous. You know me! Let me out of here!" she snapped, dropping her hands. her fingers working the air.

"Stop asking that. And stop talking to me like it's two thousand twelve! I haven't been that pie eyed little lost boy from Neverland for a long time." His eyes glowed a different hue of green now as he stared at her. She could tell he meant it. He was suddenly chilly and dead serious and for the first time Arcee had to re-evaluate him with new eyes. Sensing the change in her, Rafael smirked.

"Dorothy's not in Kansas anymore." he said ominously, tapping the screwdriver slowly against his leg.

"I don't understand _any_ of this." Arcee shook her head and looked down at her hands, her chest paining her and feeling a little betrayed.

"All right. Well do this 'paint by number' if we have to." Rafael sniffed and started counting off on his fingers. "One. I knew of Ratchet and Jack's plan shortly before my own...accident. Two. I survived. Three. I was right here to see you rise up to become Bio-Terror Prime. Four. After that...well let's just say I don't have quite the faith that Jack had in you. Not anymore."

Arcee looked up sharply.

"Is this some kind of _vendetta _for what happened to you? If you would just tell me _what_ happened, maybe then..."

"Nope. It's not that at all. I'm here how you find me because I chose this." he replied, gesturing about him with his tool.

"Chose to _capture_ me? Me!? From where I sit, we used to be on the same team! This sure looks like _something_."

"That's your_ ego_talking." he went on, unperturbed. "Ever since you announced yourself on the world stage, you haven't acted like the Arcee I _used_ to know. Not a bit. I know Jack died bringing you back into that body, but as I stayed out here in the desert, it looked like the poor guy just exchanged one tyrant for another. You've been strutting around pretty high and mighty since then. So...number five. I set out to make sure you aren't a mutant yourself. "

Arcee's jaw fell open.

"You _what_!? Is that what this is all about!? That's absurd! You have _no right _to..."

Rafael cut her off again with a raised hand.

"If you're going to spit out a bunch of denial and recrimination you might as well save it. You do that to much from what I've seen and it get's pretty annoying. I _made_ it my business to judge you. So deal with it."

"Oh, that's _rich_!" she sneered, turning away from him with a shake of her head, hands back on her hips. The wall of TV's still quietly played news reels of her in action and scattered clips from various governments and other interviews. People trying to rebuild a world. She ignored it.

"I'm the last one who can do so." Rafael added calmly.

"Rafael..." she turned back, dropping her chin, glaring at him and shifting to the other leg. "You're making me angry."

"What a surprise. Are you going to go all green on me and Hulk out?" he asked, his goggles whirring and clicking.

"What?" She couldn't help but ask again.

"Say what _again._ I double dare you, you mudder flubber...say what again one more Gawdamn time!" Rafael's tone wasn't serious. He was mimicking someone.

"What!?" Arcee scowled.

Rafael grinned hugely and raised up his hand, pointing a finger at her with his thumb in the air.

"Bang." he said.

"Rafael, what in the world are you going on about?"

He sobered instantly.

"Nothing. To many movies I guess. But that all being said, I've got you right where I want you. Maybe where you need to be. And you're going to listen for a change."

Arcee scoffed.

"Have you seen how you act out? Flare up? How you have more of a temper than ever? Uncooperative. Arrogant. Flat out bitchy." He went on.

"I tend to get that to start." He ignored her sarcasm. "Do you notice now that you've gotten _mean_? Confrontational. Cruel, even. Or should I play back the tapes? Because frankly, it's only a matter of time."

"Oh? Before _what_?" Arcee crossed her arms now in a huff.

"Before you kill someone who dares push you."

Arcee went rigid, staring at Rafael unblinking through the light haze of the power field. Slowly she lowered her arms back down.

"How dare you say that to me?" She said in a low voice.

"Wanna know what's really scary from where I sit? Just now...you looked a helluva lot more _guilty _than shocked. What's the matter? Still some conscience left in there? It must be fun realizing you don't have to answer to anyone when you're strong enough to make the rules."

"Shut up you little...you little..."

"I've been waiting to ask you this. Do you know who you are starting to act like?" He added.

"Shut up!" She roared, her fists balling up.

"Make me."

Arcee took a deep breath for her next outburst but Rafael just sailed on in.

"Hell, you're doing it even now. Fidgeting around in there. Pissed as all hell because a broken down runt like me showed you up and is giving you the third degree rather then rolling out the red carpet. Sting's like a bitch doesn't it? What'd you expect? A hug? Or should I have asked for an autograph when you were brought in here?"

"You're out of your mind!"

"Hardly. Eccentric, maybe. But the matter of being different? Changed? That's on _you_. I became a hermit crab, you became a monster. It's time someone took you to task."

"I am not a monster, you self righteous little shit!" she finally was angry enough to insult him, outraged that he dared have the temerity to drop her into a tube like a specimen and riddle her with questions without even so much as a hello. Things were happening to fast. She felt off balance.

"Are you so sure? How would you know? I'll tell you this much, you're becoming one to the people you profess to champion. And they're scared shitless because they can see it coming. The War saw to that. They can tell when things are going to get worse. And the ones who have slugged it out alongside you? You won't listen to them. You won't listen to anyone. So try and look at it with my eyes." Rafael reached up with his screwdriver and tapped the side of his goggles.

"You've been acting more like the _terror _than the _Autobot_. Is that what Jack wanted?"

Now Arcee was _really _angry and she slammed both fists against the shield. She didn't care what history her and Rafael shared.

"Shut your fucking mouth!"

Rafael changed gears suddenly, again, as if she had said nothing.

"Did you like my little metal arboretum? I got that idea from another movie. The Dark Crystal."

"You're not eccentric, you're nuts!" Arcee was incensed. What had been a miraculous surprise had turned into a nightmare. It was insulting how he pointedly ignored their past and instead immediately started pushing her buttons the moment she was hauled in here.

_Typical!_

She was broiling now and lashed out.

"Was all this an idea from a movie too?" she sneered.

Rafael shrugged.

"Yeah, I guess it played out that way. But the result's the same. My home, my rules. I'll do it my way. So ether I make sure of who you are, or I'll kill you."

**_To be continued..._**

**__****Please check my forum for an announcement for my readers here at Fanfiction. Thanks!**


	5. Chapter 5

Arcee stared at him for a full thirty seconds.

"You wouldn't _dare_!" She fired back.

"Yes..." Rafael said, slowly turning back to his table and picking up a small rotary fan. He studied it. "I would." he finished simply as he began to tinker anew with it.

"Rafael..." Arcee started. He wouldn't look at her.

"The point is I've been out here a long time. I don't really know why I stayed or why I even set up shop like this. It all kind of blended together after awhile. My reasons and all that. There was a bunch of them. I did manage to get some new eyes, though. After that, there were other reasons to stay out here. And frankly, I didn't think I would be much use to the team anymore."

"This is a fine time to try and make me feel sorry for _you_." Arcee snapped, still hot and angry.

Rafael turned back to her, that same placid calm on his face. But perhaps that was due more to his inability to have any facial expression. The anger in his voice was real.

"It's all me, me, me, with you, isn't it? I'm not asking_ you_ for anything. I was getting to the point about how I can't really remember why I stayed out here at first. But then it was obvious I was in a unique position to do something about _you_ when you showed up."

"What megalomania! I never thought I would hear it from you." Arcee spit at her former friend.

"You speak of yourself. If anyone in this room acts like Megatron, it's your dumb ass."

Acree's temper snapped and she screamed as she launched herself at the tube, ricocheting off it with a blast of sparks. She rebounded off, back against the opposite side and launched herself at it once more, her lips curling back in rage.

"You little fucker!" She snarled, spit flying from her lips as she pounded at the static charged field.

"My my my , how the world turns." Rafael said calmly as he lowered the fan. "The Arcee I remember took me for ice-cream once when I was a kid. This creature in front of me wants to rip me apart like a raw chicken because I dared criticize her highness."

This checked Arcee's rage and she fought it down.

"Shut up! You're just provoking me! I don't have a _clue_ why."

"Really? Can you hear yourself? You still shouldn't be acting like this. You're barely in control."

"Then flip the switch and get it over with!"

"That's some fine self pity you're working on there, too." he dead panned.

"You were my friend! You were Jack's friend! You're not even giving me a chance! How can you do this to us?" she shot out.

"There is no 'us', you psychopathic bitch." Rafael frowned. "Jack's dead and...and I don't think we're friends anymore."

"Fuck you, then!"

"Fuck you, too."

Arcee was breathing hard as she stared at Rafael, setting her hands back against the force field. It gave her a haunted, eerie look as the charge sizzled with white light around them. Rafael just stared at her.

"You're crazy, you know that?" she snarled.

"I'm a helluva lot saner than you." he replied.

"How long do you think you can keep me in here?" she challenged.

"You gonna break out and crush me like a grape?" he countered. He even faked a shudder. "Scary."

"You call yourself Jack's friend? Even now?" she demanded.

"I sure do. I might just finish what he started."

"You think you can do it hunkered down here quoting a bunch of old movies? Tinkering away in your cave?" Her voice dripped with scorn.

"Notice you didn't ask me what needs finishing? Through that, at least, you admit there's a void in you somewhere." Rafael said simply.

Arcee sobered inside, clinging to her rage as it suddenly cooled. Rafael's statement struck her to the core most unexpectedly and she blinked in surprise.

"Be quiet." she said, startled at herself.

"Have you ever thought about him? Or were you to busy being a queen bitch?"

Arcee's eyes went wide, the color drained from her face.

"You're notRafael. You're someone else."

"Is that so? Well, unlike you, I can answer that. See, losing everything makes you grow up pretty damn quick. Like when they told me the Bio-Terror's wiped out my family. But then, what would you know about loss?" he smirked at her.

"Don't you lecture _me_ about loss! Don't you _ever!_" she screamed, her guts twisting and her emotions scorching her. She was all over the place and reeling, her anger building up unabated.

Rafael just stared at her.

"You know what your problem is, you over-rated brat? Is that all this time you're professionally jealous that Jack did a better job of saving _you _than you did _him_."

Something snapped in Arcee as hard as a bullwhip and _all _her reason boiled away in a super heated flash of rage and pure hatred.

"_You bastard_!" She shrieked so loudly the little automatons around her tube scattered away in fright.

"Let me out of here!_ I'll kill you_!" And she backed up and launched herself across the tube again, her hands out like claws.

To her utter shock, Rafael did just that. With an slap, he brought his hand down on another remote control sitting on the work table and the tube's field vanished with a snap of hissing air. Arcee on the other hand, was committed to her rush and _completely _off balance. She shot out of the tube and bowled over into the piles of odds and ends shelves, crashing down into the piles of junk Rafael had stacked up every where, just missing him in her mad charge.

The noise was incredible and the more she tried to catch herself the more she dragged down around her. High stacked shelves crashed over, scattering junked tech and half disassembled projects everywhere. Tools, tire rims, welding tanks and even a shopping cart went over, cascading more parts, hardware and scrap iron across the floor. She slipped, caught herself, and then slipped again, struggling to get to her knees as even _more_ rummaged scrap broke loose and rained down.

Finally, Arcee had to just duck and cover until it was all over.

When the noise died away, she managed a peek, lifting her hands up off of her head and straightening up on her knees. She turned quickly back towards Rafael.

He hadn't moved from his stool. His expression was completely calm and he just gazed at her with his bionic eyes blinking their slow measured pace. He wasn't smiling or laughing or taunting, he just sat on his stool and stared at her, just a few yards from her kneeling form.

The he said something that she was completely, utterly, and deeply unprepared for.

"Have you ever even _cried_ about him?" he asked.

Arcee swallowed hard. The following seconds ticked by like hours. She was startled to find that she was trembling.

"I don't...I don't know _how_." The words finally slipped out of her, surprising her. Hurting her. Choking her.

"Sure you do." Rafael went on, his voice surprisingly tender now. "You can think of it like Jack's parting gift. Because this is it, Arcee. Right here. Right now. This is where you choose what it's going to be from here on out. I'm the whole damn world narrowed down to one little irritating used up soul. Used up and helpless and there's nothing I can do to stop you. Or...you can dare to remember. And know what it's like to be human."

Arcee blinked hard a few times, feeling that _rage_ well up inside her. A rage she felt ever since she took her first step as Bio-Terror Prime. Her first breath. Since she first beheld Jack laying dead over the Bio-forge console. He looked so battered and fragile and beautiful.

Then, through the red haze burning in her mind, she beheld Rafaelthe man sitting in front of her. And somewhere she remembered Rafael the boy. For a second, almost, as if in a dream, she saw him flanked by two other young adults. Faces she knew so well. The three of them were smiling and happy.

And one of them was a lanky, quiet kid with a shy smile and a kind heart. A shadow from days long gone that disappeared even as she tried to focus on him.

Arcee shook her head at the vision now, her eyes wide, pulling away from it, but it was to late. Everything was suddenly breaking loose inside her.

Then she crumbled, slumping down and bending far over her knees, hugging herself with her head nearly touching the floor. She buried her face in her hands with a groan.

There knelt Bio-Terror Prime.

And she cried for the first time in her life.

She cried long and hard and felt her insides dissolve like sugar. She had no idea how Rafael had slipped around her defenses and breached her armor so easily or so quickly. How he had materialized out of nowhere, brought her insanely to the heights of indignant rage, and then swept her feet out from under her like this.

His words butchered her feelings and finally, since she had first stepped foot on Earth, she gave in to the despair she felt. As an Autobot, as Bio-Terror Prime, and as a human.

Among the field of parts and salvage, her sobs were the only thing to be heard for sometime.

When she grew a little calmer, she became vaguely aware of Rafael standing next to her, holding out a clean towel that she took gratefully and wiped at her puffy eyes and runny nose. He said nothing more, just patted her gently on the arm and turned away from her as she buried her face back in the cloth.

She stayed kneeling there, sobbing a little as it welled up now and then, but a new calmness slowly settled over her.

And at some point, laying down on her side, she curled up and fell asleep.

**ooo**

Arcee awoke softly, blinking in the dim light and noting someone had draped a blanket over her. Then it came back to her and to her surprise, tears welled back up in her eyes. It was sometime before she composed herself more fully, sniffling a little as she sat up and looked around herself. Rafael was back at his table, gently tinkering away as if nothing untoward had happened.

"Rafael?" she dabbed at her nose and he turned to her.

"Yes?"

"How long have I been asleep?"

"Maybe an hour."

Arcee rubbed her nose with the back of her hand, replaying what had happened between her and Rafael. How sudden and explosive it had been.

"Rafael?" she asked again. He looked over at her.

For long moments they sat there together before Arcee spoke in a low voice.

"What did this all mean?"

His goggles clicked as he thought for a moment.

"I think you needed to be shown everything that is the _you _now. Or better yet, you had to find the courage to look yourself."

"That's almost...poetic."

"Words are all I have left." he replied.

Arcee looked around, at a loss for words herself.

"So you're not going to tear my head off?" Raf asked from behind her.

She looked back at him sharply.

"Why'd you do it? Why did you goad me on so?"

Rafael, his actions reminiscent of the long lost boy, simply looked down at the fan motor in his hand and went back to tinkering with it with his screwdriver. He said nothing.

"Was this some grand scheme to have me put you out of your misery?" Arcee demanded, her temper flaring a little.

"I wish I was that dramatic. That'd be a good one." he answered without looking up.

"Then _why_?"

Still without looking up, he went on.

"We all fight the war in our own way."

"I'm not your enemy, Rafael." she said with a slow shake of her head.

"You were when you were in that tube."

"What do you mean?"

He looked up at her now and the thick goggles whirred and clicked as he thought things over.

"You could have killed me. I made you that angry."

"I wouldn't have!" she snapped.

"It's not about what you wouldn't have done, but that you _could_ have." He smiled for the first time.

"Good God, Rafael. Will you stop talking in such a...fortune cookie manner?"

To her surprise he laughed, his head back and mouth wide open, lowering his things and truly laughing out loud.

For thefirst time ever since her awakening, Arcee felt the tiny tug of a smile on her own lips.

"I've been down here way to long. Maybe I _have_ watched Yoda to many times." He finally said, catching his breath and subconsciously swiping his wrist at his goggles to catch tears that weren't there to be brushed away.

Arcee gave a dry little laugh and looked around.

"I've only been done here a couple of _hours..._and everything feels different."

"I work fast." Rafael smiled.

Then he grew serious and jumped off his stool, carefully setting aside his project and bending down to pick up a bent hubcap and an old hammer.

"Look, if the metaphor works, than it works. You've been hovering on the brink and whether you want to admit it or not it's been tickling your fancy more and more to take the easy route. Burying your pain in wholesale slaughter. And horribly, that made you forget what it was to be Arcee the _Autobot._ And while hertime is over, that doesn't mean you can't remember what she taught you. And Jack. As for me? Maybe just now I showed you what it's like to be human. And what the 'world' is afraid of is that Bio-Terror Prime could just as easily finish what the first Bio-Terror's started. I read somewhere that the line between saving and destroying a thing is pretty thin and there's been nothing out there to make you second guess yourself. You weren't going to do it yourself. And you were getting power drunk."

"Like Megatron." she sighed. "Am I really so transparent? So flawed?" She stayed sitting where she was as he continued to methodically pick up his scattered world of parts and tools.

"I suppose if I woke up one day in Superman's body I would find it pretty potent stuff too. That's why I pushed you. Because loosing your temper is an all to human thing." he continued.

"To loose my temper is to be human." She finished, staring at the floor in front of her and shaking her head. "So is crying it seems."

"You needed to do both. To be a thing is to understand it's fears." he stopped long enough to nod sagely.

She was appalled as something occurred to her as Rafael then went past her to pick up some knocked over boxes.

"Rafael...if you had pushed me all the way and I _had _killed you, as we both admit I could have, wouldn't that have been the worst case scenario?"

He turned to look at her, his wide green eyes blinking with a click.

"Yeah. I guess so."

She straightened up on her knees and held her hands out, exasperated. "You took_ that_ big of a gamble?"

"Someone had to. When what was left of the world governments came to you it just made things worse. Your disdain was warping your judgment. It had to be me. Someone you knew who could push the right buttons."

"This is all very...vague and circumvented you know." She gathered up the blanket and towel and set them at her knees, reaching up to rub her temples.

Rafael went on, going back to tidying up.

"Not really. It's as simple as this. You couldn't tell you were in danger of becoming like Megatron. You had to be reminded to _feel_. Just as Optimus would have. Optimus was more powerful _and_ weaker than Megatron at the same time. It must have been a struggle for him at some point, but in the end he embraced his sense of right and wrong no matter what it cost him. Megatron no longer had such a sense, because he ignored it to the point he _forgot_ right and wrong. There was only what he desired. Nothing else mattered. You had to face that decision."

"I argued with Optimus. I was the one who started killing."

"I remember."

She sighed and looked over at him."You really _have_ grown out here, Rafael."

He paused for a moment, blinking, re-living.

"I would have been happy staying as my old self." That was all he would admit to. He said nothing more.

"Will you tell me about it sometime?" She gently probed.

After a moment's though, he replied.

"Some day. Maybe. I dunno. You'll be pretty busy."

Arcee sighed again at the weight of responsibility she suddenly felt. Raf had stopped for a moment and was watching her.

"Sorry there isn't a manual on how to be Bio-Terror Prime. Maybe a therapist could have done better." he said as he stacked up some more boxes and righted a dented old toolbox.

"Very funny." She still knelt there as Rafael puttered about her. Somehow she knew it wouldn't be proper to help him pick up her mess. That somehow her time here was over already and it was time to go. As quickly as she had come. He seemed content, his bitterness spent. He was even humming a little.

"What makes you think I won't go back up there and do exactly as you feared?" she asked him suddenly.

He came walking past her with a beat up old milk crate of used TV parts and sat it down on his table.

"Because you were doubtful enough to ask that very question." he answered. "Hey!" He turned to her and brandished a circuit board he pulled free of the crate. "I have been looking for this for a month!"

Arcee smiled, her first genuine one, still on her knees.

"Is there another metaphor in there about finding myself?" she asked.

"Nah." He grinned, blowing the board. "I just wanna fix one of my TV's."

Arcee , still smiling, held out her arms to him. The gesture was unmistakable.

For the first time, Rafael was a little chagrined, but then he set the board down and came up to her with that strangely endearing plodding walk of his and they hugged.

"Not so much changed, Rafael." She said as they broke away, her hands on his shoulders and appraising him as he stepped back.

"Yes I am." He said and he said it so sadly she could have cried again. But she was Bio-Terror Prime after all.

"You won't come back with me?" She asked, but she already knew the answer.

"No. I know who you're thinking about and I'm grateful. But Bumblebee and I had our time. Cybertron needs a guardian now more than I do. And he needs Cybertron more than he needs me. I have my things here." he looked around with a little smile, his goggles huge.

Arcee knew better than to argue. Respecting Rafael's wisdom in these matters was the greatest compliment she could pay him at this point. She dropped her hands, standing there on her knees and staring at him. He smiled one more time and went back to picking things up.

"Door's over there." He said. She turned to look.

Indeed there was a round airlock with a strip of dim blue running lights surrounding it.

Arcee stood up and brushed herself off a little, trying to think of something to say but then she just stepped over and around the piles of junk and walked over to the door.

She turned back to see Rafael watching her go, standing back by his work table, nearly lost in a sea of spare parts and piles of junk tech.

"What if _I _need you to come back with _me_?" She asked.

He smiled.

"Being a Prime is never easy. It's lonely at the top. Just remember to look down now and then."

"My little voice of reason." The airlock door slid back to show a long sloping tunnel leading up to daylight.

"Jack was better at it than I am." Raf said behind her.

"I can hear him, you know." She said suddenly, turning back to him a final time.

"Sometimes I can hear him. Like a voice that's not there or in another room. I don't know. I try to talk to him but he won't answer and sometimes he's not there at all."

All she could hear was the soft whirring of Rafael's goggles, the sound she knew him to make now when he was pondering something.

"Well...maybe now you'll listen better. Jack Darby always did have a good conscience. So it sounds like you have everything you need."

**ooo**

General Pullings tank ground to a halt in the sand. It pinged with reflected heat in the late noon sun, hazy waves that blurred his vision, the sweat running down into his eyes. His driver called out a reading and Pullings cursed under his breath. Both he and his crew both were keeping an eye on their engine coolant.

Scanners showed three Bio-Terror's up ahead twenty minutes ago. And now they weren't there. Damnation, where did they go!?

To go into a battle with a tank that was threatening to over-heat? This running fight with the three _earlier_ Bio-Terrors was stretching them to thin. They'd have to consolidate and Pullings meant to set his tank firmly between the hidden menace of the three Bio-Terror's up ahead and the vulnerable trucks behind him.

"All right, here's what we'll do..." Before he was finished though, he spotted a tall graceful form coming towards him out of the wavy heat of the desert sun. He meant to slip behind the fifty caliber but then recognition flooded through him.

He held his voice until she grew closer, watching Arcee walk up to his tank with more than a little trepidation. Then he summoned up some energy and cleared a dry throat.

"Prime! Where have you been? There's a running battle back there along the column and the scanners show three more ahead."

"There's none ahead of us, General." she said simply and for a moment a dozen meanings to her statement tickled him with fear. Why had she come back now? Where had she been? Did she abandon them? Or were they on the wrong side now?

He was misreading the strange calmness he felt coming from her and only when she stepped around the cannon and rested her hand on the tank did he fully appreciate the change in expression on her face. She stared at him with new eyes and he blinked, a little taken back by her calm beauty.

"There's three Bio-Terrors following us." he said softly, the fatigue finally bleeding into his voice. Arcee gracefully did not acknowledge it, she just nodded and looked back down the valley past the trucks.

She looked back at him after a moment.

"General Pullings. When this is over I...I am willing to start listening." She said. She meant she would reallylisten to _him_. Because hearing and listening were two different things. For a moment he stared at her before nodding slowly in return.

"I'll be willing to listen too." He answered. Arcee nodded to him once, as an equal, just as they both heard the screaming wail of a Bio-Terror back behind the column and the chatter of defensive fire. She was already moving.

"I'll be right back, then." she said.

The End.


	6. Chapter 6

_**Epilogue**_

Soundwave stood quietly, looking out over the desert night from a cliff high up on the valley wall. If there had been anyone to see him, they would have noted his battered condition, scorched armor and cracked visor. A lasting testimony to his own survival. And while he may not have been so pristine anymore, he had lost none of the quiet deadliness that set apart him.

His sensor's retracted smoothly and he turned and walked back into the cave at his back without a sound.

Down deep he went, farther than one would have thought possible, circumventing wide pools and captured pockets of deadly air. Then, without pause he walked into a bone-cold bed of water at the back of the last chamber and slipped down into it's murky depths.

There were no living creatures to see him coming back up out of the pool on the other side, into unknown caves a further hundred yards in.

And then he went deeper still.

Far, far down. Past the water table and into deep lightless caverns untouched and unknown to man. In places where the air was primordial and no light had ever touched the rock since the crust of the earth had cooled.

He moved on like a shadow, through arid caves and narrow cracks in the rock, never hesitating. The only light to be seen was the low glow from the ominous mask of his face.

Finally he rounded the last turn to come into his own private workshop. It was much more sparse and crude than Rafael's. The carefully horded meager leavings of a shattered empire. But here, ever so precious, was a small unrefined pocket of energon that illuminated the small cave with a blue, cool light.

It was cold and isolated here, in a place far removed from time and memory. But those concepts mattered little to Soundwave.

He came up to adjust a dial on a delicate machine, watching the slow drip of refined energon for a moment and checking it against his readings. Lastly, he turned to the small chunk of dark energon in it's own cradle. Much more slowly, impossibly, it to was being refined into a purer form. A thing no Transformer had ever managed. But Soundwave was above feeling smug. Shockwave's notes had been clear. So had Knock-Out's.

Who knows when the silent killer has conspired to learn what he had. Keeping it safe within his own body for decades. But indeed he had, and only time would tell what the cost would be.

For now, he would monitor, study, refine...and wait.

As he done many times before, as he would always continue to do so, Soundwave stood alone against final defeat. Through him, once again, the Decepticon cause was kept alive.

He turned to behold Megatron, on his cold bed of rock, hoses and sensors hooked up throughout his body. He lay as he had been found, with tearing rents and great wounds all throughout his body, some of them passing clean through him. Rusted and bloodied he lay there, far more battered and broken than Soundwave, who had found him on the battlefield, among the heaped up bodies of a hundred Bio-Terror's.

It wasn't the first time Megatron had been made thus, and if it Soundwave was successful, it wouldn't be the last.

A small machine next to him showed the barest current of activity deep within the former Decepticon overlord.

And much to the woe of half the galaxy...that could only mean one thing.

Slowly, the dark energon dripped into a beaker.

One drop at a time.

_**The readers of Bio-Terror Prime decide! Does the story continue from here with this special edition epilogue? Or has this kind of story arch been over used and should be removed in favor of something else? Vote yes or no in a special poll posted in my forum! Thanks for reading! Stay tuned! - P**_


	7. Part 2

**Part 2**

"I wish I had her, a yacht and a million dollars down in the Bahamas." Frank Clover held up his magazine and showed his work partner a photo of Jennifer Love Hewitt. Linda Vespen gave it a glance and rolled her eyes. She was sitting up in her chair, leaning on the counter with her chin in her hands, where Frank had kicked back in his seat with both feet up on a corner. His overburden chair squeaked ominously but he reclined without a care in the world.

How he dared do that she would never know.

"Why not a hundred million?" she said in a bored voice.

Frank Clover had two redeeming qualities in his life. He was the only person who could sleep in these ancient steel office chairs, and his child like insecurities kept him from being a real creep. Still, he _was_ a bit of a voyeur and he constantly showed Cindy pictures of famous women he adored, back when there was a Hollywood, and he never missed a shift without at least one new magazine.

Well...they had _been_ new fifteen years ago. Both of them lived in New Reno. Having survived the Bio-Terror war, they were part of a modest community that was taking back over the old city to the south.

According to the radio, they were better off than most. Reno's resort locale of the past being passed over for any strategic value during the war, had left it more or less untouched for years. They had running water again, produce, refurbished cars and fuel and electricity. But for what was once a vacation oasis in the desert, there was little entertainment to be found there these days. Everyone was busy trying to put their lives and families back together and build a society.

Linda was lucky. So was Frank. They scored the relatively easy job of the graveyard shift at the cattle processing plant. Out here and up through old Montana, there were some surprisingly large herds of horses and steers roaming free all these years and the government had been quite insistent on setting up a program of getting that protein to the populace. Reno was one such a center and the ranchers and cowboys, rediscovering their craft, were bringing them in twice a month a hundred strong.

Five miles out of town, there were already great holding pens put up to house thousands. A bit optimistic since there was currently only a hundred and forty steers and sixty horses and it was their job to babysit them at night. Really it was just to make sure none of them got out.

Cow's were exceedingly boring. Just like Frank.

Linda looked over at him again where he popped his gum and rocked in his chair a little.

Frank Clover had a brother who worked in salvage unit seven. He got the pick of the litter when it came to magazines found in the abandoned city, shunning any actual books and pestering his brother to check the strip malls and gas stations. And how anyone could chew that ancient bubblegum he liked was beyond her. It was either dried out and petrified from the desert heat, or gooey toxic rubber after all these years. Frank chose the petrified, insisting it was the better quality and that you just had to work at it. She tired a piece one night and it tasted like an old sock.

"And why the Bahamas, anyway?" she asked.

"Why not? Gotta be better than here." he replied, turning his face to answer her but his eyes stayed glued on the next starlet. He had a way of closing the whole magazine to turn the page, as if this made the reveal of the faded pictures any better. Linda was to bored to be resentful of the dolled up eye-candy of yesterday.

"You eat better here." she sighed.

"It's not as dry. You can swim there." he countered.

"But you can't drink the water."

"You drink beer."

"What if they don't have any?"

"I know how to make my own."

And on and on they went, their small exchange passing the time, and Linda was wondering if the processing agents would show up tonight. She had two cans of baked beans and a canteen she wanted to use to barter for some select cut. With a sigh she turned to look out through the dirty window of their small office.

The lone lamp post glowed over the empty gas pumps.

At one time this had been a truck stop, but it had been reclaimed by the salvage teams with the building cleared for habitation. Now it served as an office and smelled of dung and dirt. Trucks were parked out here again, some of them derelict, but a few were used for herding and transport.

Linda watched as an eighteen wheeler, complete with trailer, soared through the air just out front, just missing their single light.

She blinked.

It had been thrown so forcefully through the air that it didn't even make a sound until it came into contact with the ground again. Then there was a great tearing crash that crumpled it up like paper as it's own weight twisted it into a mess. The sound was so loud and startling she slapped her hands over her ears, watching it all take place, and Frank finally fell back, head over heels, out of his chair.

"Frank!" She cried. "Oh my God!"

The cattle started bawling.

"Jesus Christ!" He swore, scrambling to get up, his lip bleeding. He spit out his gum. Linda was out of her chair, leaning over the counter and pressing her nose to the dirty glass of the window.

"The cattle! Listen to them!" She gasped, the blood draining from her face as she strained to look out into the dusty lots of to her right. There were shapes moving all about in the dark. The animals began to _scream_.

Frank stood there for a moment, his slight paunch heaving and his fleshy face looking scared. He didn't have to listen as long as Linda, before he was grabbing her by the arm and pulling her back.

"Holy shit! We're getting out of here!" He hissed, turning and dragging her behind him towards the west door, away from the holding pens.

"Wait! My beans!" Linda called out.

"Your _what_!?" Frank looked back at her just as he got them to the door. As he put a hand on the door handle, a second truck landed right out front, blowing in the windows as it crashed into the ground, shaking the building like an empty box. Linda screamed as glass shards from the exploding windows peppered them both, the front door being smashed in off it's hinges from the impact. Frank cried out himself, keeping his wits enough to slam his bulk through the door anyway and half carry, half drag Linda out of the cloud of debris and dust. Old ceiling tiles rained down in dusty broken chunks behind them.

The screaming of the animals seemed to be coming from everywhere. Dust swirled around the building and washed over them both as a dry wind blew up from nowhere, flinging up dirt and grit.

"Is it a tornado?" Linda coughed.

"Come on!" Frank choked, his eyes watering and trying to get his bearings.

The horses were screaming now. Worse than the cattle. And with it, another sound rose up over the carnage. The keening wail of blood lust, screeching out from inhuman voices.

Linda was forty one years old and Frank was forty three. They _knew_ that sound and it was the most impossible, chilling sound of nightmare either one of them could have heard out here in the dusty dark night.

Frank started running again, pulling Linda behind him, who, despite the shock, was trying to shrug it off and find her legs. But her cheek was cut bad and she was bleeding all over her shirt and name tag. She whimpered and tried to run faster.

There was a clap of thunder in the dry desert air. Impossibly, almost right over their heads, like a bolt of static lightning. It was white-purple and blazing hot and it knocked them both down to the ground. A derelict semi tractor trailer folded up on itself, the steel burning and curling up like wet paper...then the second most impossible sound rippled through the evening air.

Laughter.

A massive formed welled up out of the clouds of dust being raised all throughout the cattle lots. It moved like a gray steel mountain, looming over the one story station and casually raising a massive arm to obliterate another truck with a blast of purple fire from some ungodly weapon. Linda screamed.

The massive metal nightmare heard her and it turned baleful eyes upon the cringing humans. Linda's skin went purple, as if they were pinned down by a spotlight and she scrambled back on her hands and knees frantically.

The figure laughed again, casually back handing another truck as it came walking forwards. It's step shook the very ground.

"Oh my God! It's one of them!" Frank stammered, scrambling to his feet a second time. They didn't know who it was, but they had an idea _what_ it was. And a second later, two massive, claw tipped hands scooped them up from the ground and held them aloft up out of the blowing dust and chaos.

Megatron threw back his head and laughed some more, deep and long and hard and his voice, given over to mirth, sounded like razor blades dancing on sheet metal. He lowered his eyes and glared at them both as all around him vague shapes raced through the dust of the yard and the hazy low light from the single lamp post.

"Well, well, well." He snarled, his eyes gleaming still. Around his feet, cattle ran here and there but then suddenly there would be a bawling scream off in the shadows and a giggling wet chuckle like a hyena. The screaming would stop as suddenly as it had started.

Frank's eyes went completely wide, the tears running down his face as he stared into the great Decepticon's eyes.

"Fleshlings!" Megatron roared, sounding almost pleased. "How long has it been since I had to tolerate your _slimy_ little selves? Hmm?"

"Who are you?" Frank choked. Megatron ignored him, turning his head towards the pens and smiling wickedly as another burst of bloody screaming erupted.

Linda craned her neck to see and what she saw terrified her more than the great steel demon that had scooped her up and made her wet her pants. From her vantage point she could see a veritable tide of Bio-Terrors swarming over another holding pen, their altered arms and hands ending in wicked, gore encrusted blades. They chased the cattle everywhere, pulling them down and tearing them apart.

To_ feed_.

"When the cat's away, the mice will play." Megatron laughed, lost in his own thoughts. Linda looked up at him, at the crisscrossed scars and welds all across his body and how the wicked edges of his ragged armor were sharpened to a razor point. He was a dull matte gray and the seams of his body seethed with a strange purple light. Then she noticed the great open wound in his chest where a massive purple crystal glowed ominously. She looked up, seeing that he was now studying her in return.

"Woman. Female of the species. More of an eye for detail. You will serve my purpose or die." He growled. Linda swallowed hard, not daring to move in the massive claws that held her. The metal monster lowered his left hand, still holding the terrified Frank, and this made the fleshy man cry out.

"Do what?" she whispered, barely audible, staring over at Frank helplessly.

"Let us go!" He bawled. "We've haven't done anything!" Frank cried out and struggled uselessly from where he was held. Megatron turned, almost as if he had forgotten what his other hand had been holding and he snarled out a growl, his eyes blazing a deeper, wicked purple. The he looked back at Linda, raising her up slightly.

"Observe." he growled.

He then turned and called out to half a dozen Bio-Terrors, near a twisted steel gate where the gorged themselves on the carcass of a horse. Their heads all snapped up, their mouths running with blood and Linda whimpered. They were covered in it. And their eyes were glowing a deep purple too. They held still like a pack of dogs at the command of their master.

Frank was still screaming when Megatron casually tossed him through the air and right down into their midst. His screams were mercifully, and horribly, short lived.

Linda Vespen would never again sleep a full night's sleep in her life. She would never forget the wet sounds and the mewling cries of pleasure. Or the screams. She would die of a stroke three years later after she survived the destruction of New Reno.

Without a word, Megatron turned and strode out from the ravaged cattle pens and up onto the old cracked highway leading back to town. With little preamble he simply dropped Linda to the pavement and she landed hard, but felt none of it. She looked back over her shoulder to see this massive monster standing there, as some of the hundreds of Bio-Terror's he had brought with him crept up and around behind him. _All_ their eyes gleamed a disturbing purple in the darkness, like a feral pack of hunters. Males and females both, reeking of old blood and madness. Their likeness to human beings made her want to gag and some of them leered at her with malicious and terrible intelligence. As if they knew what she was thinking.

Megatron ignored them and made a dismissive motion with his hand.

"Go now. Go now and tell them, little fleshling. Tell them what you have seen here."

Somehow Linda managed to get to her feet, tears running down her face.

"And remember, it matters not who you tell, the words will be heard by those who need to hear them." he growled. The fangs of his smile gleamed in the night.

Linda backed away, not feeling her sprained ankle, her heart hammering in her ribs. Then she turned and limped away down the road and into the night as fast as she could. She would be found by the emergency vehicles speeding on their way to the cattle lots. She would become hysterical in trying to stop them from going out there. Eventually...someone would contact the government.

A large Alpha male Bio-Terror hissed at the feeling human, the terrified scent of her filling his nostrils. He wanted to charge forward to rip and rend but when he looked up and felt Megatron's eyes on him, he quailed like a whipped cur.

Megatron turned back to the lots and walked through their ranks and after scuttling out of his way, they closed behind him like the blood soaked army they were.

With one motion he sent his them back into the feed lots and they howled with delight as they were unleashed. Then he himself continued the nostalgic destruction of the remaining big rigs, laughing richly as he destroyed each one.

The blasts of his cannon's could be seen in New Reno.

But his return would be felt all over the world.

_**To be continued...**_


	8. Chapter 8

"The laughter. That's what's different. It's not like him." Arcee frowned. General Pullings was sipping his cold coffee and staring at the screen, feeling his blood run cold.

"Are you sure then it's Megatron?" He nodded at the grainy image, captured in haste during the destruction of New Reno. Arcee, a slender interface cord stretching from her temple to the computer terminal, had mercifully stopped the video before they had to listen to the screams a second time. It had been brought to them by the surviving members of the town council. She disconnected herself.

"Oh yes." she sighed, to hide the shudder she felt creeping up her spine. She sat crossed legged in the rather cramped AV room of the huge mobile command center that served as General Pullings base. In truth it was more than half of a ship's hull. A United States Navy destroyer, modified to ride on three great, thick treads. It bristled with a dozen twenty millimeter cannons, three SAM missile arrays and had seven working radar towers. But still looked like something out of the mind of mad inventor the way it seemed to 'sail' over the land. An older sailor, watching Star Wars as a kid, had nicknamed it The Sandcrawler. And it had the last working cold fusion reactor in the world.

Arcee had had a hand in it's construction, her relationship with General Pullings strengthening over the last six months to the point she even felt a niggling affection for the old warhorse.

He in turn had never pressured or second-guessed her as he had before and she had come to marvel at the true depth of his devotion and patriotism. What she had mistaken for hard-headed stubbornness was just that, but not in the personal way she had before. He simply fought as hard as he could for the survival of mankind and it was impossible not to respect him for that. He was well read, intelligent and experienced and was slowly morphing into a father figure to those around him, rather than any fire and brimstone general of what was left of the United States military.

The change in _her_ was apparent to those around her as well and the whole strike force had evolved into a well oiled fighting machine since those stressful days of hunting Bio-Terrors. She was steady and level headed now, compassionate and thoughtful, and the opinion of her among the troops had crept back up towards awe and respect, where once they had resented her.

Now it was quite common to see her tall stately form, sitting cross legged next to the generals swivel chair as they poured over what video relays could be found coming in from across the world in a great wall of monitors and TV sets. She had never said where she had gotten the idea.

There the old man would sit, pointing with a long ruler at this and that, dwarfed by the strikingly beautiful amazon who, even sitting down, was still taller than he was. She was quite stunning in her dark leather armor and high boots. Alien and exotic and sexy, but to some of the female aides it was like their general was giving lessons to a daughter.

And so everything had been going swimmingly. Until today. The entire mobile headquarters was subdued and quiet. Maybe even fearful. General Pullings felt tired. Arcee didn't know how to explain what _she_ felt.

"It's him. No doubt in my mind." She added.

"You thought anymore on that woman's descriptions?" Pullings turned to her, quite used to her startling beauty and gleaming cobalt eyes. This close she smelled wonderful, too. Like a light sweet cream and her body pulsed with a slight heat that his old bones could appreciate in this chilly AV room of the steel destroyer-turned-mobile HQ.

"He's not a zombie. He's barking orders and calling for blood like he's always done. But apparently the horrible bastard has got his hands on some dark energon again and...and _rammed _some of it back into his spark chamber." She sounded exasperated as she finished, shaking her head. "He's done that before." she stared.

"But the laughter?" Pullings scowled.

"While I'm sure Megatron had a sense of humor somewhere in his past, despite the black spark of his soul, he never carried on so. He was never maniacal. I don't know if he's entirely sane like this."

"That's..." Pulling lowered his voice a little. "That's...well gawdamn, that's bad." it sounded unprofessional coming from a general, but he was feeling his age particularly strong at the moment.

Arcee licked her lips a little.

"And there's been no sign of him since?" she squinted one eye, half fearful, half hopeful as she cocked her head. Pullings shook his head in answer.

"Not since we evacuated the state." He said, calling up a few more clips. "And everything we have, and I mean _everything_, has blanketed the airspace all over Nevada."

"That's not very reassuring. Megatron is a flyer. He looks pretty tough but I'm guessing he could still transform."

"Well, those people know that. They're prepared to do their job and report as needed if he comes at them that way. But before we come to that...the Bio-terrors. How is _that _possible?" he turned his chair to look at her again.

"Your guess is as good as mine, Arthur."

He turned back to the banks of monitor's and sighed. "I _have_ no guess. Why would they be helping him?"

"I think it's more than that. It was Bio-Terrors that took him down last time, right?" Arcee began. "The Autobot's only heard vague rumors, but we breathed a little easier hoping he was truly dead. How he survived, I have no idea, but now it looks like he's gathered some three hundred of them to him and bound them to him somehow using dark energon."

"Could he be...bio-engineering them himself perhaps?"

"Doubtful." Was the only word she said. Arcee's voice was a touch colder. She was referring of course to the Splicer. The one-time heart of the Bio-Terrors. The great despot labs of the mad scientist Knock Out who had started the Bio-Terror war. It was the place that had given birth to them. And quite ironically, gave birth to herself. Bio-Terror Prime. That was thanks to Jack Darby...and it was also where Jack Darby had _died_ doing so.

She need say nothing more because in her _rage_ at his death, Arcee had completely, _completely_ leveled the place. Nothing remained. Not even the ruins of the surrounding city. She had razed it all to the ground like a monument, a great black circle of scorched earth like a dot on the map of the continent.

"How do we know Knock-Out didn't have back up labs? Some secret locations? More stolen notes?"

"As for the hardware, he wasn't the type." Arcee answered. "He hoarded and gloated mostly. Surrounding himself with layers of his mad inventions like dead skin."

"My dear, you have a knack for grotesque metaphors."

Arcee smirked. "As for notes? After Ratchet nearly died during his raid, Knock-Out's paranoia would have been extreme. Everything took a turn for the worse after that and he locked himself away like he was in a vault. So if he had any notes, he kept them in his head." She chewed her lip. "Butby the end, Knock Out also thought he was a God." She wiped her lips with her fingers. "Here's hoping he didn't decide to start writing memoirs.

The general sat lost in his own thoughts.

"When Knock-Out was taken down, it all went down with him. It was all in one place." Arcee went on. "I made sure of it. Those are surviving Bio-Terror's from the war and Megatron's got them on his side somehow using that vile purple _crap_."

"Then it's a finite number. But will that stuff make a difference to you? When it comes to handling them?" the old general turned back to his number one trooper.

"I've never faced a Bio-Terror infused with dark energon." Arcee sat back on her hands and tapped the toe of her boot on the floor where her legs were crossed. "It's the only reason I am sitting here trying to stay _calm_ and think it out. There's no telling what they are capable of now. There's a lot of answers here we don't have."

"Megatron wouldn't be the one to flush out the science. Someone else got him on his feet." The general nodded his head.

"Uh huh. And together they took over some Bio-Terrors."

The general swiveled in his chair around again. "Who then?"

"Has to be Soundwave. The only one smart enough and loyal enough and crafty enough to still be in the game. Shockwave could do it, but I _know_ he's dead. That happened on Cybertron."

"Ok, so it points to Soundwave. So where could he have been hiding?"

"I don't know but I hope he shows up. I mean to bag him too." Arcee's eyes were gleaming and deadly as she looked at the grainy images again herself.

The general drummed his fingers on the console, looking at them also.

"Do I have to wait for another city to be sacked? He's got to have an agenda."

"Not if he's gone crazy."

"You know, from an old warrior's point of view, someone like Megatron wouldn't bother with this hit and run crap." the general took up his cold coffee and sipped it.

Arcee ran a hand back over her head, brushing her fine filament hair out of her face.

"Yeah, I know. I don't think it's anything like that. He's just making an entrance and picking his moment."

"So that means the next time he shows up, that will be the show down." the general said quietly, swirling is cup.

By way of reply, Arcee sat up and gently held a fingertip to the bottom of the general's mug, her long hand three times the size of the general's own.

A few seconds later some slight steam wafted up, revitalizing the cold drink. The general smiled and shook his head, looking over at her.

"You got any more fancy tricks that you can use when that happens?"

She sat up and held up her graceful, flawless arms. The bio-cables composing her joints flexed and glowed with power, a different hue of cobalt energon coursing through her drastically altered veins, mixed with the Bio-Terror matrix of synthetic energon.

"I still don't know all that this body is capable of. But it better be enough."

"Do you have to be so practical?" He said without rancor, and then, standing up to stretch his legs, he patted her on the shoulder and walked off down the corridor to check on the bridge. Arcee watched him go before turning back to stare at Megatron's grainy image.

"Yes." she said quietly. "I do."

**ooo**

"Are you sure you can do it?" She prompted and Senior Chief Halloran shoved his grimy goggles back up off his face.

"Won't be easy!" He shouted, looking up at her from her drawing. He was a bear of man with a pot belly, dirty beard and massive arms, standing there next to her in his greasy overalls and surveying the limits of his little realm. Down here, in the service bay of the destroyer's old hull, he ran a refit and repair shop for the strike team. All around the place there were hanging chains and winches, racks of salvage and crates of parts. His work crews of equally dirty people were sand blasting, cutting, grinding and welding all manner of scrap.

In the days of the well supplied might of the United States military, and with his former rank and position, a normal day for Chief Halloran would have found him signing off for three ton bars of the highest grade alloy. Or turbine engines. Spools of million dollar wire, jet fuel, hi-tech plasma welders, rare alloys and even nuclear fuel bars.

These days, his team hauled in old military vehicles and armor to be salvaged for what they could and any gear that could be brought back to running condition. Sometimes they even chopped up civilian machinery.

Arcee looked out over all this and the piles of spare parts and busy cutting torches and it reminded her of Rafael's little subterranean home. Her sharp cobalt eyes didn't waver in the glare of welders and she had no trouble picking out what she wanted from the layers of chaotic sound and oily hot metal smells. Her supernatural senses hardly considered this distracting. She pointed a finger at an Apache VI attack copter. What was left of it anyway. Built back in two thousand twenty one. One of the last military vehicles that rolled of the assembly line to fight the Bio-Terror War.

"That'll have just the spars I am looking for. If I'm not mistaken."

Halloran raised up on the toes of his boots to see for himself. "Good eye. Yeah, I was thinking that." He settled back down. "But the sub spar in those babies is only two point eight meters. You want three." he raised up the drawing. She looked down at him.

"Two point eight will do. Take in account the shift in balance."

"Honey, when these puppies end up in your hands, balance won't be a worry. Getting out of the way will!" He cried as a grinder screamed up to speed.

Arcee laughed.

"Gimme two days." He grunted, raising up a tough old cigar and stuffing into the corner of his mouth.

"Actually, I want to help." She grinned.

**ooo**

Two days later, as the great mobile HQ trundled towards Nevada, down from the old lumber tracks of Oregon and pushing into north west corner of the state, General Pullings was called out to Heli-pad two by the aft SAM pod.

He had just managed about five hours of sleep and quietly had taken four aspirins, instead of two, along with a _third _cup of coffee just to get out of his state room. He was sly about it, sparing his young adjutant the worry, for she was prone to fussing over him like a grandpa.

Oregon was wet and cold this time of year and the only good thing about heading back into Nevada was that the air would be dryer and the temperature would be toasty. But you had to be careful for the nights were chill and Pullings was no longer even middle aged.

He went down three ladders with more agility than he possessed, but this was for the sake of three young yeoman painting a bulkhead at the start of their day. The old man had on fatigues and a flak vest but what he really needed was a new set of knees and a jacket.

A duty officer saved him at the last checkpoint, commenting on the wind having picked up and offering the general a great coat for going out on deck. He took it appreciatively.

A minute later and he came up the small set of stairs to Heli-pad two to see Arcee and Chief Halloran waiting for him.

Halloran mustered up some of the old formality and gave the general the most decent salute he would manage all that day. Arcee smiled at him by way of greeting.

"General." Halloran said.

"Well, what brings you two up here at this time of day?" Pullings flipped up the collar of his coat after returning the salute. Halloran, virtually immune to the cold and dreading the heavy heat of the desert, chuckled a bit.

"I'll miss this cool weather, sir." He stood there, hands on hips and turning to Arcee as the Destroyer rocked a little underfoot. "But this here girl kept me in a lather. What with her new idea and all."

Arcee gave Halloran a tolerant smirk and she turned to bend down and flip back a tarp at her feet. Halloran, as if on cue, turned and hefted up a solid chunk of lead bar.

Pullings eyes widened a little when Arcee straightened back up with two wicked looking blades as long as he was tall. The blades weren't solid, having been fashioned from the laser cut framework of an attack helicopter, but they had just the metal alloy Arcee had wanted. Somehow, with those diamond holes running down their length, it made them seem more lethal and exotic. The perfect weapons for Bio-Terror Prime. Light weight, durable, and holding an edge better than steel.

And what an edge. Halloran had tired out his arms and two different grinders to get this far and at the last Arcee had taken a massive file to them herself to get the right edge she wanted running the length of the blade. Now they curved wickedly at the end, gleaming razor sharp in the sun.

Halloran, completely unfazed, hefted his iron bar under one arm, keeping it out away from himself and supporting it with both hands. Pullings, without having to be told, stepped back far enough to give Arcee some room and then she just flicked her arm.

The sword gave a pleasing little hollow whistle as it cut the air, and with a dull tang of metal, she sliced off the end of the bar Halloran held as easily as if she was cutting greens for supper.

She did that five more times, alternating her swings in a blur of motion almost two fast to follow. Halloran didn't even flinch, but he grinned a bit nervously when she finally stopped and poked a finger into his belly with a wink. Then they turned to General Pullings who was looking at the bits of sliced up lead at his feet. He looked up at Arcee with new admiration.

"Now we're ready to find some Cons." Arcee grinned, hefting her blades.


End file.
